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CITIGROUP INC. BASE PROSPECTUS SUPPLEMENT (No.3) Dated 13 November 2012

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CITIGROUP INC. BASE PROSPECTUS SUPPLEMENT (No.3) Dated 13 November 2012 CITIGROUP INC. BASE PROSPECTUS SUPPLEMENT (No.3) dated 13 November 2012 CITIGROUP INC. (incorporated in Delaware) and CITIGROUP FUNDING INC. (incorporated in Delaware) and CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A. (incorporated as a corporate partnership limited by Shares (société en commandite par actions) under Luxembourg law and registered with the Register of Trade and Companies of Luxembourg under number B169 199) each an issuer under the Citi U.S.$30,000,000,000 Global Medium Term Note and Certificate Programme Notes and Certificates issued by Citigroup Funding Inc. only will be unconditionally and irrevocably guaranteed by CITIGROUP INC. (incorporated in Delaware) This base prospectus supplement (the Supplement) constitutes a Supplement for the purposes of Article 13 of the Luxembourg Law on Prospectuses for Securities (the Prospectus Law) implementing Directive 2003/71/EC, as amended. This Supplement is supplemental to and forms part of and must be read in conjunction with the Citigroup Inc. Base Prospectus dated 25 June 2012 (the Base Prospectus) as supplemented by a Base Prospectus Supplement (No.1) dated 25 July 2012 (Supplement No.1), a Base Prospectus Supplement (No.2) dated 8 August 2012 (Supplement No.2 and, together with the Base Prospectus and Supplement No.1, the Prospectus) prepared by Citigroup Inc. (Citigroup Inc.) and Citigroup Funding Inc. (CFI) (each an Issuer) with respect to the Citi U.S.$30,000,000,000 Global Medium Term Note and Certificate Programme under which Securities issued by CFI only will be unconditionally and irrevocably guaranteed by Citigroup Inc. (in such capacity, the CFI Guarantor). Terms defined in the Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement. Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF), as competent authority for the purposes of the Prospectus Law, to approve this Supplement. CFI and Citigroup Inc. accept responsibility for the information contained in this Supplement. To the best of the knowledge of CFI and Citigroup Inc. (each having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Citigroup Inc. Q3 Form 10-Q filed on 6 November 2012 On 6 November 2012, Citigroup Inc. (an Issuer and the CFI Guarantor and parent company of CFI) filed its Quarterly Report on Form 10-Q (the Citigroup Inc. Q3 Form 10-Q) for the three months ended 30 September 2012 with the Securities and Exchange Commission of the United States. A copy of the Citigroup Inc. Q3 Form 10-Q has been filed with the CSSF and has been published on the website of the Luxembourg Stock Exchange (www.bourse.lu). By virtue of this Supplement, the Citigroup Inc. Q3 Form 10-Q is incorporated in, and forms part of, the Base Prospectus. The following information appears on the pages of the Citigroup Inc. Q3 Form 10-Q as set out below: 1. Unaudited interim financial information of CFI in respect of the three and nine months ended 30 September 2012, as set out in the Citigroup Inc. Q3 Form 10-Q: Page(s) A. Condensed Consolidating Statements of Income 224-227 B. Condensed Consolidating Balance Sheet 228-229 C. Condensed Consolidating Statements of Cash Flows 230-231 2. Unaudited interim financial information of Citigroup Inc. in respect of the three and nine months ended 30 September 2012, as set out in the Citigroup Inc. Q3 Form 10-Q: Page(s) A. Consolidated Statement of Income 103 B. Consolidated Balance Sheet 105-106 C. Consolidated Statement of Changes in Stockholders' Equity 107 D. Consolidated Statement of Cash Flows 108 E. Notes and Accounting Policies 109-231 F. Subsequent Events 232 3. Other information relating to Citigroup Inc., as set out in the Citigroup Inc. Q3 Form 10- Q: Page(s) A. Description of the principal activities of Citigroup Inc. 3 and 11-34 B. Description of the principal markets in which Citigroup Inc. competes 4 C. Description of the principal investments of Citigroup Inc. 125-136 D. Description of trends and events affecting Citigroup Inc. 5-50 E. Description of litigation involving Citigroup Inc. 220-222 F. Risk Management 51-94 Any information not listed in the cross-reference table above but included in the document incorporated by reference is given for information purposes only. 2 Resignation of Vikram Pandit and John Havens from the board of directors of Citigroup Inc. and appointment of Michael L. Corbat On 16 October 2012, Citigroup Inc. issued a press release announcing that Vikram Pandit resigned as Chief Executive Officer and as a member of the Board of Directors of Citigroup Inc. and that John Havens resigned as President and Chief Operating Officer of Citigroup Inc. and as Chief Executive Officer of the Institutional Clients Group of Citigroup Inc. These resignations occurred after the close of business on 15 October 2012. In connection with the departure of Mr. Pandit, the Board appointed Michael L. Corbat, as of 15 October 2012, as the new Chief Executive Officer of Citigroup Inc. and a member of the Board of Directors. Publication of the Half-Yearly Financial Report of Citigroup Funding Inc. On 31 August 2012, CFI published its half-yearly financial report containing its unaudited consolidated financial statements as of and for the six months ended 30 June 2012 (the CFI Half-Yearly Financial Report). A copy of the CFI Half-Yearly Financial Report has been filed with the CSSF and has been published on the website of the Luxembourg Stock Exchange at www.bourse.lu. By virtue of this Supplement, the CFI Half-Yearly Financial Report is incorporated by reference in, and forms part of, the Prospectus. The following information appears on the pages of the CFI Half-Yearly Financial Report as set out below: 1. unaudited consolidated financial statements of CFI as of and for six months ended 30 June 2012, as set out in the CFI Half-Yearly Financial Report, namely: Page(s) of the section entitled "Financial Statements" (a) Consolidated balance sheets 1 (b) Consolidated statements of income 2 (c) Consolidated statements of changes in stockholders' equity 3 (d) Consolidated statements of cash flows 4 (e) Notes and accounting policies 5 - 29 Any information not listed in the cross-reference list above but included in the CFI Half-Yearly Financial Report is given for information purpose only. Significant and Material Change Paragraph 7 of the section entitled "General Information" on page 515 of the Base Prospectus, as previously amended by Supplement No.2, shall be deemed deleted and replaced with the following paragraph: "Other than matters disclosed herein (including in documents incorporated by reference), there has been no significant change in the financial or trading position of CFI since 30 September 2012 (the date of Citigroup Inc.'s most recently published unaudited interim financial statements which include unaudited interim financial information of CFI) or of Citigroup Inc. since 30 September 2012 (the date of its most recently published unaudited interim financial statements), and there has been no material adverse change in the financial position or prospects of CFI since 31 December 2011 (the date of CFI's most recently published audited financial statements) or of Citigroup Inc. since 31 December 2011 (the date of Citigroup Inc.'s most recently published audited financial statements)." 3 Description of CFI The section entitled "Description of CFI" set out on pages 349 to 351 (inclusive) of the Base Prospectus shall be deemed to be amended as shown in the blackline set out at Schedule 1. Description of Citigroup Inc. The section entitled "Description of Citigroup Inc. " set out on pages 352 to 357 (inclusive) of the Base Prospectus shall be deemed to be amended as shown in the blackline set out at Schedule 2. General Save as disclosed in this Supplement (including any documents incorporated by reference herein), there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus. Copies of this Supplement will be available (i) without charge from the specified office of any Paying Agent or the specified office of KBL European Private Bankers S.A. as the listing agent in Luxembourg at 43, Boulevard Royal, L-2955 Luxembourg; and (ii) on the website of the Luxembourg Stock Exchange at www.bourse.lu. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any statement in the Prospectus or incorporated by reference into the Base Prospectus, the statements in (a) above will prevail. Withdrawal rights Filing of the Citigroup Inc. Q3 Form 10-Q occurred prior to the final closing of the offer to the public and admission to trading on the regulated market of the Luxembourg Stock Exchange of certain non-exempt offers of Securities to the public made by CFI as Issuer pursuant to the Prospectus and, consequently, in accordance with Article 13, paragraph 2 of the Prospectus Law, investors who had already agreed to purchase or subscribe for such Securities before this Supplement was published have the right, exercisable before the end of the period of two working days beginning with the working day after the date on which this Supplement was published, to withdraw their acceptances. The final date of such right of withdrawal is 15 November 2012. 13 November 2012 4 SCHEDULE 1 DESCRIPTION OF CFI CITIGROUP FUNDING INC. Incorporation Citigroup Funding Inc. is a wholly-owned subsidiary of Citigroup Inc.
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